Module 11 - Constitution Of A Company

Question 1

Sidebottom V Kershaw Leese and Co’

Answer 1

Directors altered articles

Expelling minorities allowed if jn best interest of company

Question 2

Dafen Tinplate conV Llanelly Steel

Answer 2

Compulsory share purchase

Shareholders compelled to transfer - unjust

Question 3

Aerators ltd V Tollit

Answer 3

‘Passing off’ - cannot be used in defence if a general use word

Question 4

Ewing V Buttercup Margarine co ltd

Answer 4

Coffee chain under same name as dairy

Could be confusion so ‘passing off’

Question 5

HFC Bank V Midland Bank ltd

Answer 5

HSBC Confusion

Confusion does not equal passing off

Question 6

Hickman V Kent or Romney Marsh Sheepbreeders

Answer 6

Arbitration 1St

Contractually bound between members and company

Question 7

Pender V Lushington

Answer 7

Transfer shares to nominees for more votes to by pass rules

Contract between company and members
Is allowed

Question 8

Eley V positive government security life assurance

Answer 8

Solicitor must always act for company in articles

Solicitor becomes member - so does not continue

Question 9

Rayfield V Hands

Answer 9

Directors forced to acquire member shares

Members & members contract

Question 10

Re New British Iron co ex parte Beckwith

Answer 10

Director £1000 payment refused in arrears by liquidator

Contract with outsider